2019 Company Formation

Czech Republic

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www.accace.cz
Contents
Legal forms of business, minimum capital, contribution 3
General Partnership (Veřejná obchodní společnost | v.o.s.) 3
Limited Partnership (Komanditní společnost | k.s.) 3
Limited Liability Company (Společnost s ručením omezeným | s.r.o.) 3
Joint Stock Company (Akciová společnost | a.s.) 4
Cooperative (Družstvo) 4
Organizational Branch of a foreign company (Organizační složka) 4
Other forms of business 4
Minimum documentation and incorporation time 5
Shareholders and company´s bodies 6
Common setups 6
Special requirements 6
General overview of corporate taxes 7
Formation fees 8
Investment incentives 9
Other aspects 10
Liability for damages caused by the statutory bodies 10
ABOUT ACCACE 11

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Legal forms of business,
minimum capital, contribution

General Partnership (Veřejná obchodní společnost | v.o.s.)

A General Partnership is a company in which at least two persons carry out business activities under
a common business name and bear joint and several liabilities for the obligations of the partnership
with all their property. There is no requirement of a minimum registered capital, nor for the minimal
contribution.

Limited Partnership (Komanditní společnost | k.s.)

A company in which one or more partners are liable for the partnership’s liabilities up to the amount of
their unpaid contributions (limited partners), and one or more partners are liable for the partnership’s
liabilities with their entire property (general partners).

The minimum contribution of the limited partner should be set in the Articles of Association. Again,
there is no requirement of a minimum registered capital.

Limited Liability Company (Společnost s ručením

omezeným | s.r.o.)
This is the most common form of doing business in the Czech Republic. The company exists
independently of its members and it may be established either by one person, a natural or legal
person, or by two or more persons (the maximum number of persons is not set).

According to the Business Corporations Act, the minimum contribution of each shareholder is in the
amount of CZK 1. The minimum registered capital is not set in the legislation, so it is derived from the
amount of minimum contribution of a shareholder (for a Limited Liability Company with one
shareholder the minimum registered capital is CZK 1).

A Limited Liability Company is liable for the breach of its obligations with all its assets, while
shareholders guarantee for the breach of the obligations of the Limited Liability Company only up to
their committed but unpaid contributions to the registered capital registered with the Commercial
Register.

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Joint Stock Company (Akciová společnost | a.s.)
The company may be established even by a sole founder. A Joint-Stock Company may be formed by
a private agreement to subscribe for all shares, or by a public call for the subscription of shares.

The minimum registered capital required is CZK 2,000,000 or EUR 80,000.

Cooperative (Družstvo)
The purpose of a Cooperative is to undertake business activities or to ensure the economic and social
or other benefits of its members.

A Cooperative is a community of an indefinite number of persons but it shall have at least 3 members.

The Business Corporations Act does not set out the amount of minimum registered capital or
minimum contribution.

Organizational Branch of a foreign company (Organizační

složka)
Foreign companies may conduct business in the Czech Republic provided that they have their
business or branch offices located in the Czech Republic, registered with the Czech Commercial
Register.

No minimum registered capital or contribution is required.

Other forms of business

There are other 3 legal forms of business - entities primarily regulated by EU regulations - which are
legally binding for all EU Member States:

▪ European Company (or “SE”, Societas Europaea)

▪ European Cooperative Society
▪ European Economic Interest Group

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Minimum documentation and
incorporation time

The most important document required when establishing a company in the Czech Republic is the
Articles of Association / Foundation Deed. When the establishing company is a capital company
(Limited Liability Company or Joint Stock Company) the document must be made in the form of
notarial deed.

Other documents required are subject to circumstances. Usually the following documents are also
required:

▪ an affidavit of an executive director on his ability to perform on a position of statutory body of

the company
▪ a confirmation of registered capital payment from bank
▪ a consent with the placement of a registered office / lease agreement (from office landlord)
etc.

Incorporation time varies based on company type. For example: the establishment of a capital
company could be finished in 10 working days, while the establishment of a partnership is generally
less time consuming and it could be completed in 5 working days.

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Shareholders and company´s
bodies

Common setups
In the following table we present an overview of possible setups of shareholders and other company’s
bodies in the most used legal forms of business:

Common Limited Liability Joint Stock Limited General

setups Company Company Partnership Partnership

Shareholders Natural persons Natural persons At least 2 natural At least 2 natural

or legal entities or legal entities persons or legal persons or legal
entities entities

Company´s Executive General Meeting The statutory The statutory

bodies Director(s) body - all of the body - all of the
Monistic system:
general partners. Shareholders.
Supervisory Statutory
Board Director, The Articles of The Articles of
Association may Association may
(voluntarily) Managing Board
specify that the specify that the
Sole shareholder Dualistic system: statutory body is statutory body is
or General Supervisory formed of just formed of just
Meeting Board, Board of some of the some of the
Directors General Partners Shareholders or
or one of them. one of them.

Special requirements
Foreigners who will form the statutory body have to prove their moral integrity by obtaining and
submitting the criminal background check from the state of citizenship or long - term residency.

If the shareholder should be a legal person, the proof of its existence (excerpt from commercial
register) shall be required.

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General overview of
corporate taxes

Both corporate tax residents and tax non-residents are subject to Czech corporate income taxes.
A corporation is a tax resident if it is incorporated or managed and controlled in the Czech Republic.
Tax residents are taxed on their worldwide income while tax non-residents only on the Czech-source
income.

The taxable income is calculated on the basis of the accounting profits. As a general rule, expenses
incurred on obtaining, ensuring and maintaining the taxable income are fully tax deductible, unless
they are listed as
tax non-deductible items.

Corporate income tax is levied at a general (standard) rate of 19%. Moreover, lowered corporate
income tax rate of 5% applies to basic investment funds while pension funds are subject to
a corporate income tax rate of 0%.

The tax period may be a calendar year or a fiscal year. The taxpayer has the obligation to calculate
the tax due in the corporate income tax return (self-assessment). The time-limit is thee or six months
depending on certain conditions.

Advance tax payments are paid semi-annually or quarterly depending on the amount of the last
known tax liability.

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Formation fees

In the following table we provide an overview of the typical costs associated with the company
formation in the Czech Republic, for the most used legal forms of business:

Company Limited Liability Joint Stock Limited General

Company Company Partnership Partnership

Typical
establishment CZK 8,000 CZK 21,000 CZK 3,000 CZK 3,000
costs *
* notary fees, court fees, trade register fees

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Investment incentives

Czech and foreign legal entities, as well as natural persons engaged in business activities in the
Czech Republic, can apply for investment incentives. The supported areas include: manufacturing
industry, technology centres (R&D) and business support services centres.

When meeting the conditions, investment incentives can be provided in the form of:

▪ corporate income tax relief for a period of 10 years

▪ financial support for acquisition of tangible fixed assets up to 10% of the eligible costs
▪ cash grant for job creation up to the amount of CZK 300,000
▪ cash grant for training and retraining up to 50% of incurred training costs
▪ property tax exemption for a period of 5 years in special industrial zones

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Other aspects

Liability for damages caused by the statutory bodies

It is very important for the statutory body to act with due care and diligence when performing their role
in a company. If the statutory body fails to comply with due care and diligence, it is liable for damages
sustained by a company.

Unfortunately, the liability could not be limited in any way (for example by an agreement with
a company etc.).

In order to protect the statutory bodies, insurance companies in the Czech Republic provide
a commercial insurance option, meant to insure against damages caused by the decisions of statutory
bodies.

Disclaimer

Please note that our materials have been prepared for general guidance on the matter and it does not
represent a customized professional advice. Furthermore, because the legislation is changing
continuously, some of the information may have been modified after the material has been released and
Accace does not take any responsibility and is not liable for any potential risks or damages caused by
taking actions based on the information provided herein.

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 ABOUT ACCACE
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one of the leading outsourcing and advisory services providers in Central and
Eastern Europe. During the past years, while having more than 2,000 international
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11 | 2019 Company Formation in the Czech Republic